Exhibit 10.3


 


SECURITIES ESCROW AGREEMENT 


 


THIS SECURITIES ESCROW AGREEMENT, dated
as of December 18, 2015 (this “Agreement”), by and among GP Investments Acquisition Corp., a Cayman Islands
exempted company (the “Company”), the party set forth on Exhibit A annexed hereto (the “Private Investor”)
and Continental Stock Transfer & Trust Company (the “Escrow Agent”).


 


WHEREAS, the Private Investor has agreed
to deposit its ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), as set forth opposite the
Private Investor’s name on Exhibit A attached hereto (the “Escrow Securities”), in escrow as hereinafter
provided; and


 


WHEREAS, the Company and the Private Investor
desire that the Escrow Agent accept the Escrow Securities, in escrow, to be held and disbursed as hereinafter provided.


 


IT IS AGREED:


 


1. Appointment of Escrow Agent. The Company and the Private
Investor hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement and the Escrow Agent
hereby accepts such appointment and agrees to act in accordance with and subject to such terms.


 


2. Deposit of Escrow Securities.


 


2.1. Escrow Securities. The Private
Investor shall deliver to the Escrow Agent certificates representing the Private Investor’s Escrow Securities, which certificates
shall remain in the name of the Private Investor, to be held and disbursed subject to the terms and conditions of this Agreement.
The Private Investor acknowledges that the certificate representing the Private Investor’s Escrow Securities bears a legend
to reflect the deposit of such Escrow Securities under this Agreement.


 


3. Disbursement of the Escrow Securities. The Escrow
Agent shall hold the Escrow Securities until the first anniversary of the consummation of a Business Combination (as such term
is defined in the amended and restated memorandum and articles of association of the Company) (the “Escrow Period”).
The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon the completion
of the Escrow Period, the Escrow Agent shall automatically disburse the Escrow Securities to the Private Investor upon receipt
of written request therefor from the Company; provided, however, that if the Escrow Agent is notified by the Company pursuant
to Section 6.7 hereof that the Company has been liquidated at any time prior to the Company completing its initial Business
Combination during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities;
provided further, however, that if the Company completes a liquidation, merger, share exchange or other similar transaction
after its initial Business Combination which results in all of the shareholders of the Company having the right to exchange their
ordinary shares for cash, securities or other property, then the Escrow Agent shall, upon receipt of a certificate in form reasonably
acceptable to the Escrow Agent, executed by the Chief Executive Officer of the Company, release the Escrow Securities to the Private
Investor on the date on which the transaction is completed; and provided further, however, that if subsequent to the consummation
of a Business Combination, the last sale price of the Company's ordinary shares equals or exceeds $12.00 per share (as adjusted
for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after our initial business combination, the Escrow Securities shall be released from escrow.
The Escrow Agent shall act as soon as reasonably possible following the receipt of the certificate, and shall not be held liable
for any delay in sending the Escrow Securities caused by the late receipt of the certificate. The Escrow Agent shall have no further
duties hereunder with respect to the Escrow Securities after the disbursement or destruction of the Escrow Securities in accordance
with this Section 3.


 


4. Rights of Private Investor
in Escrow Securities.


 


4.1. Rights as a Security Holder.
Subject to the terms of the Insider Letter as described in Section 4.4 hereof and except as herein provided, the Private Investor
shall retain all of its rights as a shareholder of the Company during the Escrow Period, including without limitation, the right
to vote Ordinary Shares. The Escrow Agent shall have no responsibility to determine or verify the contents or limitations of the
Insider Letter and shall be bound only by the terms of this Agreement.


 


4.2. Dividends and other Distributions
in Respect of the Escrow Securities. During the Escrow Period with respect to the Escrow Securities, all dividends payable
in cash with respect to the Escrow Securities shall be paid to the Private Investor, but all dividends payable in shares or other
non-cash property (the “Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with
the terms hereof. As used herein, the terms “Escrow Securities” shall be deemed to include the Non-Cash Dividends
distributed thereon, if any.


 






     


     


    

 


4.3. Restrictions on Transfer. During
the Escrow Period, no sale, transfer or other disposition (a “Transfer”) may be made of any or all of the Escrow
Securities by the Private Investor except (a) transfers to the Company's officers or directors, any affiliates or family members
of any of the Company's officers or directors, any members of GPIC, Ltd. (the “Sponsor”), a Bermuda limited
liability company, or their affiliates, or any affiliates of the Sponsor, (b) in the case of an individual, transfers by gift to
a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s
immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, transfers by
virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant to
a qualified domestic relations order; (e) transfers by private sales or transfers made in connection with the consummation of a
business combination at prices no greater than the price at which the securities were originally purchased; (f) transfers by virtue
of the laws of Bermuda or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (g) transfers
in the event of the Company's liquidation prior to its completion of an initial business combination; and (h) in the event of the
Company's completion of a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders
having the right to exchange their ordinary shares for cash, securities or other property subsequent to our completion of its initial
business combination provided, however, that in the case of clauses (a) through (f) these permitted Transfers may be implemented
only upon the respective transferee’s written agreement to be bound by the terms and conditions of this Agreement and of
the Insider Letter signed by the Private Investor transferring such Escrow Securities and such other documents as the Company or
Citigroup Global Markets Inc. (“Citigroup”) may reasonably require. During the Escrow Period, the Private Investor
shall not pledge or grant a security interest in the Private Investor’s Escrow Securities or grant a security interest in
the Private Investor’s rights under this Agreement.


 


4.4. Insider Letter. The Private
Investor has executed a letter agreeing to be bound by the letter agreement with the Company dated May 19, 2015 (collectively,
the “Insider Letter”), such letter agreement with the Company dated May 19, 2015 has been filed as an exhibit
to the Company’s Registration Statement on Form S-1 (File No. 333-203500) (the “Registration Statement”),
with respect to the rights and obligations of the Private Investor in certain events, including but not limited to the liquidation
of the Company.


 


5. Concerning the Escrow
Agent.


 


5.1. Good Faith Reliance. The Escrow
Agent shall be protected and shall not be liable for any action taken or omitted by it in good faith and in the exercise of its
best judgment (unless grossly negligent), and may rely conclusively and may act upon any order, notice, demand, certificate, opinion
or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other document which is believed
by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be
bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing
delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected,
unless it shall have given its prior written consent thereto.


 


5.2. Indemnification. The Escrow
Agent shall be indemnified and held harmless by the Company from and against any expenses, including reasonable counsel fees and
disbursements, or losses suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim
which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder,
or the Escrow Securities held by it hereunder, other than expenses or losses arising from the gross negligence or willful misconduct
of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any
action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such
notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court
to determine ownership or disposition of the Escrow Securities or it may deposit the Escrow Securities with the clerk of any appropriate
court or it may retain the Escrow Securities pending receipt of a final, non-appealable order of a court having jurisdiction over
all of the parties hereto directing to whom and under what circumstances the Escrow Securities are to be disbursed and delivered.
The provisions of Sections 5.2 and 5.7 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections
5.5 or 5.6 below and in the event of termination under 6.10 below.


 


5.3. Compensation. The Escrow Agent
shall not be entitled to any additional compensation from the Company for services rendered hereunder beyond the compensation the
Escrow Agent is entitled to receive under the Escrow Agreement entered into among the Company, the Escrow Agent and the Private
Investors named therein dated as of May 19, 2015.


 


5.4. Further Assurances. From time
to time on and after the date hereof, the Company and the Private Investor shall deliver or cause to be delivered to the Escrow
Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably
request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure
itself that it is protected in acting hereunder.


 






     


     


    

 


5.5. Resignation. The Escrow Agent
may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto written
notice, and such resignation shall become effective at such time that the Escrow Agent shall turn over to a successor escrow agent
appointed by the Company the Escrow Securities held hereunder. If no successor escrow agent is so appointed within the sixty (60) day
period following the giving of such notice of resignation, the Escrow Agent may submit an application to deposit the Escrow Securities
with the United States District Court for the Southern District of New York, provided the Escrow Agent provides notice of
such deposit to the Company and the Private Investor in accordance with Section 6.7 hereof.


 


5.6. Discharge of Escrow Agent.
The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing at any time
by the other parties hereto, jointly; provided, however, that such resignation shall become effective only upon acceptance
of appointment by a successor escrow agent as provided in Section 5.5.


 


5.7. Liability. Notwithstanding
anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence or
willful misconduct.


 


5.8. Waiver. The Escrow Agent hereby
waives any and all right, title, interest or claim of any kind (each, a “Claim”) in or to any distribution of
the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of May 19, 2015, by and between the
Company and the Escrow Agent as trustee thereunder), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction
for any Claim against the Trust Account for any reason whatsoever.


 


5.9. Standard of Care. The Escrow
Agent shall be obligated only to perform the duties specifically set forth in this Escrow Agreement, which shall be deemed purely
ministerial in nature, and the Escrow Agent shall under no circumstances be deemed to be a fiduciary to any party hereto or any
other person. The parties hereto agree that the Escrow Agent shall not assume any responsibility for the failure of the parties
hereto to perform in accordance with this Escrow Agreement or any other agreement or document. This Escrow Agreement sets forth
all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred
from the terms of this Escrow Agreement or any other agreement or document. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY
OR INDIRECTLY, FOR ANY DAMAGES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES WHICH RESULT FROM
THE ESCROW AGENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.


 


6. Miscellaneous.


 


6.1. Governing Law and Consent to Jurisdiction.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts
executed in and to be performed in that State, including, without limitation, Sections 5-1401 and 5-1402 of the New York General
Obligations Law and the New York Civil Practice Laws and Rules 327(b). The parties hereto agree that any action, proceeding or
claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State
of New York or the United States District Court for the Southern District of New York, and the parties hereto irrevocably submit
to such jurisdiction, which jurisdiction shall be exclusive. The parties hereto hereby waive any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum.


 


6.2. Waiver of Trial by Jury. Each
party hereto hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other
proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions
contemplated hereby, or the actions of the parties in the negotiation, administration, performance or enforcement hereof.


 


6.3 Third Party Beneficiaries. The
Private Investor hereby acknowledges that the underwriters pursuant to the underwriting agreement between the Company and Citigroup
dated May 19, 2015 (the “Underwriters”) are third party beneficiaries of this Agreement and this Agreement may
not be modified or changed without the prior written consent of Citigroup.


 


6.4. Entire Agreement. This Agreement
and the Insider Letter as referenced herein contain the entire agreement of the Company and the Private Investor with respect to
the subject matter hereof, and this Agreement contains the entire agreement as it pertains to the Escrow Agent and the other parties
hereto and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by all
parties to this Agreement and Citigroup. This Agreement may be executed in several original or facsimile counterparts, each one
of which shall constitute an original, and together shall constitute but one instrument.


 






     


     


    

 


6.5. Headings. The headings contained
in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation hereof.


 


6.6. Binding Effect. This Agreement
shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors and
permitted assigns. Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may
be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole
or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation
or transfer to which the Escrow Agent is a party, shall be and become the successor escrow agent under this Escrow Agreement and
shall have and succeed to the rights, powers, duties, obligations, immunities and privileges of the Escrow Agent, without the execution
or filing of any instrument or paper or the performance of any further act.


 


6.7. Notices. Any notice or other
communication required or which may be given hereunder shall be in writing and shall be sent by certified or registered mail, by
private national courier service (return receipt requested, postage prepaid), by personal delivery or by facsimile transmission.
Such notice or communication shall be deemed given (a) if mailed, two days after the date of mailing, (b) if sent by
national courier service, one business day after being sent, (c) if delivered personally, when so delivered, or (d) if
sent by facsimile transmission, on the second business day after such facsimile is transmitted, in each case as follows:


 


If to the Company, to:


 


GP Investments Acquisition Corp.


150 E. 52nd Street, Suite 5003


New York, NY 10022


Attn: Antonio Bonchristiano


Fax: (212) 430-4365


 


If to the Private Investor,
to his address set forth in Exhibit A.


 


If to the Escrow Agent, to:


 


Continental Stock Transfer & Trust
Company


17 Battery Place, 8th Floor


New York, NY 10004


Attn: Steven G. Nelson or Robert McMonagle


 


A copy of any notice sent
hereunder shall be sent to each of:


 


Skadden, Arps, Slate, Meagher &
Flom LLP


525 University Avenue


Suite 1400


Palo Alto, California 94301


		Attn:  	Gregg A. Noel, Esq.



Michael J. Mies, Esq.


		Fax:	(213) 621-5234



(650) 798-6510


 


Citigroup Global Markets Inc.


388 Greenwich Street


New York, New York 10013


Attn: General Counsel


		Fax:	(646) 291-1469



 


Davis Polk & Wardwell LLP


450 Lexington Avenue


New York, NY 10017


Attn: Deanna L. Kirkpatrick, Esq.


Manuel Garciadiaz, Esq.


Fax: (212) 701-5135


+55-11-4871-8501


 






     


     


    

 


The parties may change the persons and
addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner
provided herein for giving notice.


 


6.8. Liquidation of the Company.
The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that
the Company fails to consummate a Business Combination within the time period specified in the Registration Statement.


 


6.9 Disputes. If any disagreement
or dispute arises among the Company and the Private Investor concerning the meaning or validity of any provision hereunder or concerning
any other matter relating to this Escrow Agreement, the Escrow Agent shall be under no obligation to act, except (i) with
joint written instruction of the Company and the Private Investor, or (ii) under process or order of court, and shall sustain
no liability for its failure to act pending such process or court order.


 


6.10 Termination. This Agreement
shall terminate on the final distribution or destruction of all of the Escrow Securities in accordance with the terms of this Agreement.


 




     


     


    

 


IN WITNESS WHEREOF, the parties have
duly executed this Security Escrow Agreement as of the date first written above.


 


 




	 	GP INVESTMENTS ACQUISITION CORP.
	 	 	 
	 	By:	 /s/ Antonio Bonchristiano
	 	Name: 	Antonio Bonchristiano
	 	Title: 	Chief Executive Officer & Chief Financial Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, 

AS ESCROW AGENT
	 	 	 
	 	By:	/s/ Robert E. McMonagle
	 	Name: 	Robert E. McMonagle
	 	Title:	Vice President
	 	 	 
	 	PRIVATE INVESTOR:
	 	 	 
	 	By:	/s/ Alexandre Hohagen 
	 	Name: 	Alexandre Hohagen







 




     


     


    

 


Exhibit A


 


	
        Name and Address of Private Investor:
	 	
        Number of

        Ordinary Shares

	
        Alexandre Hohagen

        
	 	20,000